XTRA: News Release FOR IMMEDIATE RELEASE For information contact: October 23, 1998 XTRA Corporation Michael J. Soja Vice President and Chief Financial Officer Tel: (617) 367-7810 PRESS RELEASE XTRA CORPORATION UPDATES MERGER STATUS Boston, MA - October 23, 1998 -- XTRA Corporation ("XTRA") (NYSE: "XTR") announced on June 19, 1998, that it had entered into a merger agreement for a merger of Wheels MergerCo LLC ("MergerCo"), a limited liability company newly formed by Apollo Management IV, L.P. ("Apollo") and Interpool, Inc. (NYSE: IPX) with and into XTRA. At the time of execution of the agreement, MergerCo received a commitment from Chase Securities Inc. ("CSI"), The Chase Manhattan Bank ("Chase") and Credit Suisse First Boston. XTRA has been advised by CSI and Chase that they have informed MergerCo that, in view of current market conditions, they would exercise their right under the commitment letter to change the pricing, terms and structure of the financing. In addition, Apollo, on behalf of MergerCo, recently indicated to XTRA that, in view of current market conditions, it does not believe that MergerCo would be able to obtain the financing necessary to consummate the Merger. The commitment letter will terminate in accordance with its terms on November 30, 1998 if no amounts have been funded thereunder. The merger agreement provides that if the transacation is not consummated on or prior to November 30, 1998, either MergerCo or XTRA will be able to terminate the transaction, to the extent that the terminating party is not in breach of the merger agreement. In light of current circumstances, including, without limitation, the notice from Apollo and the position expressed by CSI and Chase, XTRA can give no assurances that the merger will be consummated. XTRA still intends to hold a special stockholders meeting and seek stockholder approval of the merger so that it will have taken all steps required of XTRA to close the transaction prior to November 30, 1998. XTRA's President and Chief Executive Officer, Lewis Rubin, emphasized that "XTRA's Board and Management remain committed to their stated strategy since 1990 of maximizing shareholder value" and noted "the overall business environment and demand for freight transportation remain favorable despite some slowdown in general economic activity. We expect to report strong fourth quarter results and record performance for the year ended September 30, 1998." Capital spending for fiscal 1998 was approximately $200 million, modestly lower than the $249 million spent in 1997. XTRA also has committed capital spending for fiscal year 1999 amounting to approximately $110 million reflecting expected strong leasing demand for over-the-road trailers. Capital spending for fiscal 1999 may be increased depending on business conditions. XTRA is a leading lessor, primarily on an operating basis, of freight transportation equipment, including over-the-road trailers, marine containers, intermodal trailers, chassis, and domestic containers. XTRA leases over-the-road and intermodal equipment throughout North America, predominantly within the United States, to contract and common carriers, railroads, and private fleet owners. In addition, XTRA leases marine containers worldwide to steamship lines. This press release contains, in addition to historical information, certain forward-looking statements that involve risks and uncertainties. These include statements relating to such factors as expected demand and utilization, business conditions, and capital expenditures. Such statements are based on management's current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Factors that may cause such a difference include, but are not limited to, the variability of the Company's revenues and its fixed operating expenses; the impact of the North American and International economics on revenues, lease rates and utilization; and fluctuations in interest rates and foreign exchange rates. These risks are discussed under the caption "Cautionary Statements for Purposes of the 'Safe Harbor' Provisions of the Private Securities Litigation Reform Act of 1995" in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997 on file with the SEC. Ends.